As filed with the Securities and Exchange Commission on July 30, 2008

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

RADIAN GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware		23-2691170
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

1601 Market Street

Philadelphia, Pennsylvania 19103

(Address of Principal Executive Offices)

Radian Group Inc.

2008 Equity Compensation Plan

(Full title of the plan)

Edward J. Hoffman

General Counsel and Corporate Secretary

Radian Group Inc.

1601 Market Street

Philadelphia, Pennsylvania 19103

(Name and address of agent for service)

(215) 231-1000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		þ		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $.001 per share		1,800,000(1)		$1.60(2)		$2,880,000(2)		$113.19(3)

 

(1)

This Registration Statement covers shares of Common Stock of Radian Group Inc. which may be offered or sold pursuant to the Radian Group Inc. 2008 Equity Compensation Plan. This Registration Statement also relates to an indeterminate number of shares of Common Stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416(c).

(2)	Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices of shares of Common Stock on July 23, 2008, as reported on the New York Stock Exchange.

(3)	Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate offering price multiplied by .00003930.

 

 

 

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INTRODUCTION

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Radian Group Inc., a Delaware corporation (the “Registrant”), relating to 1,800,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible non-employee directors, officers, employees, and consultants and advisors of the Registrant and its subsidiaries under the Registrant’s 2008 Equity Compensation Plan (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions of Part I of Form S-8, such document will not be filed with the Securities and Exchange Commission (the “SEC”) either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required under Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” in this registration statement the information in the documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this registration statement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this registration statement. We incorporate by reference in this registration statement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all of the securities that may be offered by this registration statement are sold or which deregisters all securities then remaining unsold, except that we are not incorporating by reference any information that is not deemed to be filed under those sections.

 

•

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Commission on March 14, 2008, and as amended by Amendment No. 1 to Form 10-K/A, filed with the Commission on July 15, 2008;

 

•

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 12, 2008;

 

•

Our Current Reports on Form 8-K, filed with the Commission on January 3, April 14 and 18, May 6, 9, and 29 and July 9, 2008 (Item 5.02 only);

 

•

The description of our common stock set forth in our registration statement on Form 8-A/A filed with the SEC on August 12, 2004.

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:

Radian Group Inc.

1601 Market Street

Philadelphia, PA 19103

 

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Attention: Investor Relations

Telephone: (215) 231-1000

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. Article Seventh of the Registrant’s amended and restated certificate of incorporation provides that the personal liability of the Registrant’s directors is eliminated to the fullest extent permitted by the DGCL.

Under Section 145 of the DGCL, a corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorneys’ fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of being a director or officer of the corporation if it is determined that the director or officer acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article VII of the Registrant’s bylaws provides that the Registrant will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer or other authorized representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, against certain liabilities, costs and expenses. Article VII also provides for the advancement of expenses to an indemnified party upon receipt of an undertaking by the party to repay those amounts if it is finally determined that the indemnified party is not entitled to indemnification. Article VII further permits the Registrant to maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his status as such, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL.

The Registrant’s directors and officers are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they cannot be indemnified by the Registrant.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits.

The following is a list of exhibits filed as part of this Registration Statement.

 

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Exhibit Number			Exhibit
3.1			Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 11, 2004).
3.2			Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Radian Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 22, 2008).
3.3			Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated November 6, 2007).
4.1			Specimen certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).
10.1			Radian Group Inc. 2008 Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders)
*5.1			Opinion of Posternak Blankstein & Lund LLP.
*23.1	(A)		Consent of PricewaterhouseCoopers LLP.
*23.1	(B)		Consent of PricewaterhouseCoopers LLP with respect to Credit-Based Asset Servicing and Securitization LLC.
*23.2			Consent of Deloitte & Touche LLP.
*23.3			Consent of Grant Thornton LLP.
23.4			Consent of Posternak Blankstein & Lund LLP (included within Exhibit 5.1).
24.1			Power of Attorney (included with signature pages).

*

Filed herewith.

Item 9. Undertakings

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

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provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on July 29, 2008.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Each person, in so signing, also hereby makes, constitutes and appoints Sanford A. Ibrahim and Teresa A. Bryce, and each of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with this Registration Statement on Form S-8, including without limiting the generality of the foregoing, to sign the Registration Statement, including any and all stickers and post-effective amendments to the Registration Statement, and to sign any and all additional registration statements that are filed pursuant to General Instruction E to Form S-8 or Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute(s), may lawfully do or cause to be done by virtue hereof.

 

Signature		Title		Date
/s/ Sanford A. Ibrahim Sanford A. Ibrahim		Chief Executive Officer and Director (principal executive officer)		July 29, 2008
/s/ C. Robert Quint C. Robert Quint		Executive Vice President and Chief Financial Officer (principal financial officer)		July 29, 2008
/s/ Catherine M. Jackson Catherine M. Jackson		Senior Vice President and Controller (principal accounting officer)		July 29, 2008
/s/ Herbert Wender Herbert Wender		Chairman of the Board of Directors		July 29, 2008
/s/ David C. Carney David C. Carney		Director		July 29, 2008

 

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Signature		Title		Date
/s/ Howard B. Culang Howard B. Culang		Director		July 29, 2008
/s/ Stephen T. Hopkins Stephen T. Hopkins		Director		July 29, 2008
/s/ James W. Jennings James W. Jennings		Director		July 29, 2008
/s/ Ronald W. Moore Ronald W. Moore		Director		July 29, 2008
/s/ Jan Nicholson Jan Nicholson		Director		July 29, 2008
/s/ Robert W. Richards Robert W. Richards		Director		July 29, 2008
/s/ Anthony W. Schweiger Anthony W. Schweiger		Director		July 29, 2008

 

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RADIAN GROUP INC.

INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
3.1		Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 11, 2004).
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Radian Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 22, 2008).
3.3		Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated November 6, 2007).
4.1		Specimen certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).
10.1		Radian Group Inc. 2008 Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders)
*5.1		Opinion of Posternak Blankstein & Lund LLP.
*23.1(A)		Consent of PricewaterhouseCoopers LLP.
*23.1(B)		Consent of PricewaterhouseCoopers LLP with respect to Credit-Based Asset Servicing and Securitization LLC.
*23.2		Consent of Deloitte & Touche LLP.
*23.3		Consent of Grant Thornton LLP.
23.4		Consent of Posternak Blankstein & Lund LLP (included within Exhibit 5.1).
24.1		Power of Attorney (included with signature pages).

 

*	Filed herewith.

 

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